forms_8.htm
 
As filed with the Securities and Exchange Commission on November 3, 2011
 
Registration No. 333-          
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 

 
FORM S-8
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
Carter's, Inc.
 (Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
  
13-3912933
(I.R.S. Employer
Identification No.)
 
The Proscenium
1170 Peachtree Street NE, Suite 900
Atlanta, Georgia 30309
 (Address of principal executive offices, including zip code)
 
 
Amended and Restated Equity Incentive Plan
 (Full title of the plan)
 
 
Brendan M. Gibbons
Senior Vice President of Legal & Corporate Affairs, General Counsel, and Secretary
The Proscenium
1170 Peachtree Street NE, Suite 900
Atlanta, Georgia 30309
Telephone: (404) 745-2700
Facsimile: (404) 892-0968
 (Name, address, and telephone number, including area code, of agent for service)
 
 
 
 
Please send copies of all communications to:
 
Joel F. Freedman, Esq.
Ropes & Gray LLP
One International Place
Boston, MA 02110
Telephone: 617-951-7000
Facsimile: 617-951-7050
 


Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer, accelerated filer, and smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one)

Large Accelerated Filer  (X)  Accelerated Filer  (  )  Non-Accelerated Filer  (  )  Smaller Reporting Company (  )
 
 

 
 
 
 

 
CALCULATION OF REGISTRATION FEE

   
Title of Each Class of
Securities to be Registered
Amount to
be Registered (1)
  
Proposed Maximum
Offering Price
Per Share (2)
    
Proposed Maximum
Aggregate
Offering Price (2)
    
Amount of
Registration Fee (2)
  
   
Common Stock, $0.01 par value per share
3,725,000 shares
   $ 37.73     $ 140,544,250     $ 16,107  
   

(1)
In accordance with Rule 416(a) under the Securities Act of 1933, as amended, this registration statement covers such additional number of shares of Carter’s common stock as may be issued pursuant to the Carter’s Amended and Restated Equity Incentive Plan, as a result of stock splits, stock dividends, or similar transactions.

(2)
The proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and 457(h)(1) of the Securities Act of 1933, as amended, on the basis of the average high and low prices of the common stock, par value $0.01 per share, as reported on the New York Stock Exchange on November 2, 2011.



 
 
 



 
 EXPLANATORY NOTE
 
This Registration Statement on Form S-8 is being filed by Carter’s, Inc., a Delaware corporation (the “Company” or the “Registrant”), to register an additional 3,725,000 shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), that may be issued under the Registrant’s Amended and Restated Equity Incentive Plan, formerly known as the Amended and Restated 2003 Equity Incentive Plan  (the “Plan”).  The Company previously filed a Registration Statement on Form S-8 (File No. 333-168446) registering 565,000 shares of Common Stock under the Plan on July 30, 2010 (the “Prior Registration Statement”).
 
Pursuant to Instruction E to Form S-8, the Registrant incorporates by reference into this Registration Statement the entire contents of the Prior Registration Statement, except with respect to Item 8.
 

 
 PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 8. Exhibits.
 

4.1
  
Amended and Restated Equity Incentive Plan (previously filed as Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A on April 5, 2011 and incorporated herein by reference).
4.2
  
Certificate of Incorporation of Carter's, Inc., as amended on May 12, 2006 (previously filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K on February 28, 2007 and incorporated herein by reference).
4.3
  
By-laws of Carter's, Inc. (previously filed as Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-98679) and incorporated herein by reference).
5.1
  
Opinion of Ropes & Gray LLP.
23.1
  
Consent of PricewaterhouseCoopers LLP.
23.2
  
Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit 5.1).
 

 


 
SIGNATURES
 
        Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on November 3, 2011.

 
CARTER'S, INC.
 
By:
 
/s/   BRENDAN M. GIBBONS       
   
Name:  Brendan M. Gibbons
Title:    Senior Vice President of Legal & Corporate 
             Affairs, General Counsel, and Secretary
 

 
1
 
 
* * * *
 
        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature
 
  
Title
 
  
Date
 
         
/s/   MICHAEL D. CASEY       
  
Chairman and Chief Executive Officer (Principal Executive Officer)
  
November 3, 2011
 
Michael D. Casey
        
 
/s/   RICHARD F. WESTENBERGER
  
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
  
 
November 3, 2011
 
Richard F. Westenberger
        
 
/s/   AMY WOODS BRINKLEY
  
 
Director
  
 
November 3, 2011
 
Amy Woods Brinkley
        
 
/s/   VANESSA J. CASTAGNA
  
 
Director
  
 
November 3, 2011
 
Vanessa J. Castagna
        
 
/s/  A. BRUCE CLEVERLY
  
 
Director
  
 
November 3, 2011
 
A. Bruce Cleverly
        
 
/s/  JEVIN S. EAGLE 
  
 
Director   
  
 
November 3, 2011
 
Jevin S. Eagle
        
 
/s/  PAUL FULTON
  
 
Director
  
 
November 3, 2011
 
Paul Fulton
        
 
/s/   WILLIAM J. MONTGORIS
  
 
Director
  
 
November 3, 2011
 
William J. Montgoris
        
 
/s/  DAVID PULVER 
  
 
Director
  
 
November 3, 2011
 
David Pulver
        
 
/s/   JOHN R. WELCH       
  
 
Director
  
 
November 3, 2011
 
John R. Welch
        
 
/s/   THOMAS E. WHIDDON       
  
 
Director
  
 
November 3, 2011
 
Thomas E. Whiddon
        

 
2
 
 

 
 EXHIBIT INDEX

4.1
  
Amended and Restated Equity Incentive Plan (previously filed as Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A on April 5, 2011 and incorporated herein by reference).
4.2
  
Certificate of Incorporation of Carter's, Inc., as amended on May 12, 2006 (previously filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K on February 28, 2007 and incorporated herein by reference).
4.3
  
By-laws of Carter's, Inc. (previously filed as Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-98679) and incorporated herein by reference).
5.1
  
Opinion of Ropes & Gray LLP.
23.1
  
Consent of PricewaterhouseCoopers LLP.
23.2
  
Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit 5.1).

3